1. Lecture 16 Multinational Restructuring

2. Lecture Review Country Risk Analysis Uses of Country risk Analysis Political Risk Factors Financial Risk Factors Types of Country Risk Assessment Techniques of Assessing Country Risk Developing a Country Risk Rating Comparing Risk Ratings Among Countries Actual Country Risk Ratings Across Countries Incorporating Country Risk in Capital Budgeting Applications of Country Risk Analysis Reducing Exposure to Host Government Takeovers Impact of Country Risk on an MNC’s Value

3. Multinational Restructuring

4. Building a new subsidiary, acquiring a company, selling an existing subsidiary, downsizing operations, or shifting production among subsidiaries, are all forms of multinational restructuring. MNCs continually assess possible forms of multinational restructuring to capitalize on changing economic, political, and industrial conditions across countries.

5. International Acquisitions Through an international acquisition, a firm can immediately expand its international business since the target is already in place, and benefit from already-established customer relationships. However, establishing a new subsidiary usually costs less, and there will not be a need to integrate the parent management style with that of the acquired company.

6. Mergers and acquisitions Formally, a merger is a combination of two or more separate enterprises, typically involving the issuance of new securities. An acquisition occurs when one firm purchases the stock of another firm. Prior to the early 1980s, geographic and regulatory restrictions limited where and how banks could compete, interstate branching was prohibited. – Mergers and acquisitions were a natural way to penetrate new markets, particularly in-states with no branching.

7. Why is size so important? Historically, managers of the largest companies in a market had considerable influence and received extraordinary attention. They were compensated well, based to some degree on the size of the empire they controlled rather than profitability. They served on community, state, and national boards that set policy and lobbied legislators.

8. The traditional benefits of economies of scale and scope in business Size, product diversity, and brand identification, which generate benefits from cross-selling more products to more customers. – Size can reduce the large fixed costs required for brand identification, distribution of a large variety of products and services, and the massive technology expenditure requirement. Enhanced operating leverage – results from spreading fixed overhead cost across a larger operating and revenue base. Reduction in a company's earnings risk – enhances the value of a franchise by creating a more diversified product and earnings base.

9. Mergers and cost efficiencies Even though the rapid consolidation has improved efficiency, these benefits have yet to be realized by the largest companies as compared with other smaller. The evidence, however, suggests that average unit costs are flat across different size of companies. Size essentially represents prestige and financial power.

10. Merger value is created in two ways The combined companies might be able to generate increased earnings (or cash flow) compared to historical norms. Increasing market share. – Even if earnings rates remain unchanged after a merger, a company can position itself as a future acquisition target by capturing a greater share of its deposit market.

11. Source of potential gains 1.Economies of Scale, Cost Cutting 2.Increase Market Share 3.Enhanced Product lines 4.Entry into Attractive New Markets 5.Improved Managerial Capabilities, and Increased Financial Leverage 6.Financial and Operating Leverage

12. Increase market share Brand identification Political and market power enhancements Removal of a competitor

13. Enhanced product lines Stronger and more diversified product lines Improved marketing/distribution of products

14. Entry into attractive new markets Entrance into new growth markets Easier access to faster growth markets

15. Improved managerial capabilities, and increased financial leverage Improve profitability through loan purchase and maintenance of loan quality Alternative to paying dividends, buyers rarely pay a premium for excess capital

16. Financial and operating leverage Expansion into other lines of business and achievement of additional operating leverage Fixed cost of technology distributed over a larger customer base

17. Lecture Review Multinational Restructuring International Acquisitions Mergers and acquisitions Why is size so important? The traditional benefits of economies of scale and scope in business Mergers and cost efficiencies Merger value is created in two ways Source of potential gains – Increase market share – Enhanced product lines – Entry into attractive new markets – Improved managerial capabilities, and increased financial leverage – Financial and operating leverage

18. End of Lecture

19. Lecture 17

20. Lecture Review Multinational Restructuring International Acquisitions Mergers and acquisitions Why is size so important? The traditional benefits of economies of scale and scope in business Mergers and cost efficiencies Merger value is created in two ways Source of potential gains – Increase market share – Enhanced product lines – Entry into attractive new markets – Improved managerial capabilities, and increased financial leverage – Financial and operating leverage

22. Like any other long-term project, capital budgeting analysis can be used to determine whether a firm should be acquired. Hence, the acquisition decision can be based on a comparison of the benefits and costs as measured by the net present value (NPV). International Acquisitions

23. NPV=– initial outlay n +   cash flow in period t t =1 (1 + k ) t + salvage value (1 + k ) n k = the acquisition’s required rate of return n = the lifetime of the acquired firm If NPV > 0, the firm can be acquired. International Acquisitions

24. Note that the relevant exchange rate, taxes, and blocked-funds restriction, should be taken into account. The cost of overcoming the barriers that may be imposed by the government agencies that monitor mergers and acquisitions should be taken into consideration too. International Acquisitions

25. Examples of such barriers include laws against hostile takeovers, restricted foreign majority ownership, “red tape,” and special requirements. International Acquisitions

26. Defensive tactics against Hostile takeover Pac-Man Defense – A threat to undertake a hostile takeover of the prospective combinor While knight – A search for a candidate to be a combinor in a friendly takeover. Scorched earth – The Disposal, by sale of one or more profitable business segments.

27. Defensive tactics against Hostile takeover (con’t) Shark repellent – An acquisition of substantial amounts of outstanding common stock for treasury or for retirement, or the incurring of substantial long-term debt in exchange for outstanding common stock Poison pill – An amendment of the articles of incorporation or by laws to make it more difficult to obtain stockholders approval for a takeover. Greenmail – An acquisition of common stock presently owned by the prospective combinor at a price substantially in excess of the prospective combinor’s cost, with the stock thus acquired place in the treasury or retired.

28. While the Asian crisis had devastating effects, it created an opportunity for some MNCs to pursue new business in Asia. In Asia, property values had declined, the currencies were weakened, many firms were near bankruptcy, and the governments wanted to resolve the crisis. However, these MNCs must not ignore the lowered economic growth in Asia too. International Acquisitions

29. In Europe, the adoption of the euro as the local currency by several countries simplifies the analysis that an MNC has to perform when comparing various possible target firms in the participating countries. International Acquisitions

30. Factors that Affect the Expected Cash Flows of the Foreign Target Target-Specific Factors  Target’s previous cash flows. These may serve as an initial base from which future cash flows can be estimated.  Managerial talent of the target. The acquiring firm may allow the acquired firm to be managed as it was before the acquisition, downsize the firm, or restructure its operations.

31. Country-Specific Factors  Target’s local economic conditions. Demand is likely to be higher when the economic conditions are strong.  Target’s local political conditions. Cash flow shocks are less likely when the political conditions are favorable. Factors that Affect the Expected Cash Flows of the Foreign Target

32.  Target’s currency conditions. A currency that is expected to strengthen over time will usually be preferred. Factors that Affect the Expected Cash Flows of the Foreign Target  Target’s industry conditions. Industries with high growth potential and non-excessive competition are preferred. Country-Specific Factors

33.  Taxes applicable to the target. What matters to the acquiring firm is the after-tax cash flows that it will ultimately receive in the form of remitted funds. Factors that Affect the Expected Cash Flows of the Foreign Target  Target’s local stock market conditions. When the local stock market prices are generally low, the target’s acceptable bid price is also likely to be low. Country-Specific Factors

34. The Valuation Process Prospective targets are first screened to identify those that deserve a closer assessment. Capital budgeting analysis is then applied to each of the targets that passed the initial screening process. Only those targets that are priced lower than their perceived net present values may be worth acquiring.

35. Why Valuations of a Target May Vary Among MNCs  Estimated cash flows of the foreign target. – Different MNCs will manage the target’s operations differently. – Each MNC may have a different plan for fitting the target within the structure of the MNC. – Acquirers based in certain countries may be subjected to less taxes on remitted earnings.

36. Why Valuations of a Target May Vary Among MNCs  Exchange rate effects on remitted funds. – Different MNCs have different schedules for remitting funds from the target to the acquirer.

37. Why Valuations of a Target May Vary Among MNCs  Required rate of return of the acquirer. – Different MNCs may have different plans for the target, such that the perceived risk of the target will be different. – The local risk-free interest rate may differ for MNCs based in different countries.

38. International Partial Acquisitions An MNC may purchase a substantial portion of the existing stock of a foreign firm, so as to gain some control over the target’s management and operations. The valuation of the firm depends on whether the MNC plans to acquire enough shares to control the firm (and hence influence its cash flows). Other Types of Multinational Restructuring

39. International Acquisitions of Privatized Businesses Many MNCs have acquired businesses from foreign governments. These businesses are usually difficult to value because the transition entails many uncertainties - cash flows, benchmark data, economic and political conditions, exchange rates, financing costs, etc. Other Types of Multinational Restructuring

40. International Alliances MNCs commonly engage in alliances, such as joint ventures and licensing agreements, with foreign firms. The initial outlay is typically smaller, but the cash flows to be received will typically be smaller too. Other Types of Multinational Restructuring

41. International Divestitures An MNC should periodically reassess its DFIs to determine whether to retain them or to sell (divest) them. The MNC can compare the present value of the cash flows from the project if it is continued, to the proceeds that would be received (after taxes) if it is divested. Other Types of Multinational Restructuring

42. Restructuring Decisions As Real Options Restructuring decisions may involve real options, or implicit options on real assets. If a proposed project carries an option to pursue an additional venture, then the project has a call option on real assets. If a proposed project carries an option to divest part or all of itself, then the project has a put option on real assets.

43. The expected NPV of a project with real options may be estimated as the sum of the products of the probability of each scenario and the respective NPV for that scenario. E(NPV) =  p i  NPV i i p i = probability of scenario i NPV i = NPV for scenario i Restructuring Decisions As Real Options

44. What makes a merger unattractive? In financial terms, mergers are problematic when the buyer does not earn the expected return on investment in a reasonable period of time. One broad standard of performance is that a merger should not produce any dilution in earnings per share (EPS) for the acquiring bank greater than 5 percent. EPS dilution is measured as: Where; pro forma consolidated EPS is a forecast value for the upcoming period.

45. Introduction to Multinational Restructuring International Acquisitions – Trends in International Acquisitions – Model for Valuing a Foreign Target – Barriers to International Acquisitions – Assessing Potential Acquisitions in Asia and Europe Chapter Review

46. Factors that Affect the Expected Cash Flows of the Foreign Target – Target-Specific Factors – Country-Specific Factors The Valuation Process – International Screening Process – Estimating the Target’s Value

47. Chapter Review Why a Target’s Value May Vary Among MNCs – Expected Cash Flows of the Target – Exchange Rate Effects on Remitted Funds Required Return of the AcquirerOther Types of Multinational Restructuring – International Partial Acquisitions – International Acquisitions of Privatized Businesses – International Alliances International Divestitures Restructuring Decisions as Real Options – Call and Put Options on Real Assets Impact of Multinational Restructuring on an MNC’s Value

48. Chapter Review Other Types of Multinational Restructuring – International Partial Acquisitions – International Acquisitions of Privatized Businesses – International Alliances International Divestitures Restructuring Decisions as Real Options – Call and Put Options on Real Assets Impact of Multinational Restructuring on an MNC’s Value

49. End of Chapter